MGM Energy Corp. Announces Receipt of Proposal From Paramount Resources Ltd.
CALGARY, ALBERTA -- (Marketwired) -- 03/11/14 -- MGM Energy Corp.
(TSX:MGX) ("MGM Energy" or the "Company") today announced that the
Company has received a proposal (the "Proposal") from Paramount
Resources Ltd. ("Paramount") to purchase all of the common shares of
the Company not currently owned by Paramount. Under the Proposal, all
shareholders of MGM Energy would receive one Class A Common Share of
Paramount for every 300 common shares of MGM Energy. Based on the
current trading price of Paramount common shares on the Toronto Stock
Exchange ("TSX") of approximately $45.00 per share, this represents
$0.15 per MGM Energy common share.
Paramount currently owns 54,147,432 common shares of MGM Energy
representing approximately 13.9% of the currently issued and
outstanding common shares of MGM Energy. Clayton Riddell, Chief
Executive Officer of both Paramount and MGM Energy, currently owns
122,835,180 common shares of MGM Energy, representing approximately
31.6% of the currently issued and outstanding common shares of MGM
Energy. Mr. Riddell has indicated to Paramount that he would support
this transaction as it relates to his holdings in MGM Energy common
Paramount has proposed that the transaction proceed by way of an
arrangement under the Business Corporations Act (Alberta), which
requires shareholder approval and the approval of the Court of
Queen's Bench of Alberta. If the transaction proceeds, it will also
be subject to the requirements of Multilateral Instrument 61-101 -
Protection of Minority Security Holders in Special Transactions ("MI
61-101") which requires that: (i) a formal independent valuation of
MGM Energy be prepared under the supervision of a committee of
independent members of the MGM Energy board of directors; (ii) the
valuation be disclosed to the shareholders of MGM Energy; and (iii)
the transaction be approved by a "majority of the minority"
shareholders of MGM Energy.
A committee of the independent members of the board of directors of
MGM Energy (the "Committee") is expected to be established at a
regularly scheduled board meeting to take place on March 12, 2014.
Additional information will be provided regarding the Committee and
the process in respect of the Proposal after market close on March
Shareholders are cautioned that the Company has only received the
Proposal and that no decisions or recommendations have been made by
the Committee or the board of directors of MGM Energy in response to
that Proposal. The Proposal is non-binding and is subject to a number
of important conditions in favour of Paramount. In addition, the
Proposal provides that MGM Energy will be permitted to seek
alternative acquisition proposals for a period of time after any
definitive agreement is entered into. There can be no assurance that
the transaction contemplated by the Proposal, or any other
transaction, will be proceeded with or recommended by the board of
MGM Energy is a Canadian oil and natural gas exploration and
development company active in Northern Canada. MGM Energy's common
shares are listed on the Toronto Stock Exchange under the symbol
This document contains "forward-looking statements" regarding
Paramount's Proposal including statements regarding the Proposal and
terms and conditions thereof. Readers are cautioned not to place
undue reliance on forward-looking statements. Actual results and
developments may differ materially from those contemplated by these
statements depending on, among other things, the risk that the
parties will not proceed with the transaction, that the terms of the
transaction will vary materially from those proposed, and that the
conditions precedent to proceeding with the transaction may not be
met on a timely basis or at all, including negotiation and execution
of definitive documentation. The forward-looking statements contained
herein are made at the date of this document and the Company does not
undertake any obligation to update publicly or revise any of the
forward-looking statements contained in this document, whether as a
result of new information, future event or otherwise, except as
required by applicable securities laws.
MGM Energy Corp.
(403) 781-7801 (FAX)
MGM Energy Corp.
Chief Financial Officer
(403) 781-7801 (FAX)
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